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Docusign Envelope ID:430DA8ED-F2BF-4131-BE14-A60F4552B467 <br /> C. Grant funds may not be used to employ, in any capacity, a person who is required by <br /> Chapter 305 of the Texas Government Code to register as a lobbyist. Additionally, grant <br /> funds cannot be used to pay membership dues to an organization that partially or wholly <br /> pays the salary of a person who is required by Chapter 305 of the Texas Government <br /> Code to register as a lobbyist. <br /> D. As applicable, Grantee will comply with 31 USC § 1352, relating to the limitation on use <br /> of appropriated funds to influence certain Federal contracting and financial transactions. <br /> ARTICLE X. INDEMNITY <br /> 10.1 GENERAL INDEMNITY <br /> A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE <br /> STATE OF TEXAS AND SYSTEM AGENCY,AND/OR THEIR OFFICERS, <br /> AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, <br /> ASSIGNEES,AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, <br /> ACTIONS, CLAIMS, DEMANDS, OR SUITS,AND ALL RELATED COSTS, <br /> ATTORNEYS' FEES,AND EXPENSES ARISING OUT OF OR RESULTING <br /> FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, <br /> EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS <br /> OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE <br /> GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE <br /> GRANT AGREEMENT. <br /> B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE <br /> CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD <br /> HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR <br /> LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS <br /> OF THE SYSTEM AGENCY OR ITS EMPLOYEES. <br /> C. FOR THE AVOIDANCE OF DOUBT, SYSTEM AGENCY SHALL NOT <br /> INDEMNIFY GRANTEE OR ANY OTHER ENTITY UNDER THE GRANT <br /> AGREEMENT. <br /> 10.2 INTELLECTUAL PROPERTY <br /> GRANTEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE <br /> SYSTEM AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY <br /> AND ALL CLAIMS,VIOLATIONS, MISAPPROPRIATIONS, OR <br /> INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE <br /> SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER <br /> INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS,AND/OR IN <br /> CONNECTION WITH OR ARISING FROM: <br /> i THE PERFORMANCE OR ACTIONS OF GRANTEE PURSUANT TO THIS <br /> GRANT AGREEMENT; <br /> i ANY DELIVERABLE,WORK PRODUCT, CONFIGURED SERVICE OR <br /> OTHER SERVICE PROVIDED HEREUNDER; AND/OR <br /> R SYSTEM AGENCY'S AND/OR GRANTEE'S USE OF OR ACQUISITION OF <br /> ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO <br /> SYSTEM AGENCY BY GRANTEE OR OTHERWISE TO WHICH SYSTEM <br /> AGENCY HAS ACCESS AS A RESULT OF GRANTEE'S PERFORMANCE <br /> UNDER THE GRANT AGREEMENT. <br /> HHS Uniform Terms and Conditions—Grant v 3.5 <br /> Effective September 2024 <br /> Page 20 of 27 <br />